Bulletin from the 2020 Annual General Meeting of Catena Media plc
The shareholders of Catena Media plc gathered in Stockholm, Sweden, on Friday, 15 May 2020 for the Annual General Meeting.
It was resolved to approve the Consolidated Financial Statements of the Company, the Director’s Report and the Auditor’s Report for the financial year ending 31 December 2019. The meeting resolved to not declare any dividends for the financial year of 2019, in accordance with the proposal from the Board of Directors.
Göran Blomberg, Øystein Engebretsen, Theodore Bergquist and Per Widerström were re-elected as members of the Board of Directors, and Adam Krejcik and Marcus Lindqvist were elected as new members of the Board of Directors, in accordance with the nomination committee’s proposal. Göran Blomberg was further elected as new Chairman of the Board of Directors. The meeting further resolved that the fees to be paid to the members of the Board of Directors shall be allocated as follows: EUR 90,000 to the Chairman of the Board of Directors and EUR 40,000 to each of the other members of the Board of Directors. The committees of the Company shall receive remuneration in accordance with the following (i) Audit Committee Chairman: EUR 12,500; (ii) Audit Committee member: EUR 6,250; (iii) Remuneration Committee Chairman: EUR 6,250; and (iv) Remuneration Committee member: EUR 3,125.
PricewaterhouseCoopers Malta was re-elected as the Company’s auditor, in accordance with the nomination committee’s proposal. The meeting resolved that the auditor’s fees shall be payable in accordance with approved invoice.
The meeting resolved to approve the Nomination Committee’s proposal on the principles for appointing the Nomination Committee of the Company for the Annual General Meeting of 2021.
The meeting resolved to adopt the Board of Directors’ proposal for guidelines for remuneration to the executives and the Board of Directors'.
All shareholders represented at the Annual General Meeting voted for the Board of Directors' proposals to amend the Articles of Association, items 18 and 19 on the agenda. However, such extraordinary resolutions can only be passed if the General Meeting obtains votes in favour that amount to, in the aggregate, at least 75% of the shares represented and entitled to vote at the meeting and at least 51% of all the shares in the Company. As only 27.5% of the Company's shares and votes were represented at the meeting, the proposals could not be adopted.
The meeting further resolved to adopt an incentive program in accordance with the Board of Directors' proposal (the ”2020 Programme”). The 2020 Programme comprises two series (share options and warrants) and have a vesting period of 3 years. The 2020 Programme comprises not more than 35 participants and in total 1,400,000 share options and warrants. The performance conditions for the 2020 Programme relate to Catena Media’s average normalised return on capital employed during the financial years 2020-2022 and average annual organic growth.
Further information about the AGM’s resolutions is available on the Company’s website, www.catenamedia.com
For further information, please contact:
Per Hellberg, CEO, Catena Media plc
Phone: +46 709 10 74 10, E-mail: per.hellberg@catenamedia.com
Åsa Hillsten, Head of IR & Communications, Catena Media plc
Phone: +46 700 81 81 17, E-mail: asa.hillsten@catenamedia.com
The information was submitted for publication, through the agency of the contact persons set out above on 15 May 2020 at 12.30 CEST.
About Catena Media
Catena Media has a leading position within online lead generation. The company has about 400 employees in US, Australia, Japan, Serbia, UK, Sweden, Italy and Malta (HQ). The company is listed on Nasdaq Stockholm. Further information is available at www.catenamedia.com.